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5 <br /> 3.1 The City shall hold harmless,indemnify,and defend, at its own expense,the <br /> District,its elected and appointed officials,officers,employees and agents,from any loss <br /> or claim for damages of any nature whatsoever,arising out of the City's performance of <br /> this Agreement,including claims by the City's employees or third parties, except for <br /> those damages solely caused by the negligence or willful misconduct of the District, its <br /> elected and appointed officials,officers,employees or agents. <br /> 3.2 The District shall hold harmless, indemnify, and defend, at its own expense the <br /> City,its elected and appointed officials,officers,employees and agents,from any loss or <br /> claim for damages of any nature whatsoever, arising out of the District's performance of <br /> this Agreement, including claims by the District's employees or third parties,except for <br /> those damages solely caused by the negligence or willful misconduct of the City, its <br /> elected and appointed officials, officers, employees or agents. <br /> 3.3 In the event of liability for damages of any nature whatsoever arising out of the <br /> performance of this Agreement by the City and the District,including claims by the <br /> City's or the District's own officers,officials,employees,agents,volunteers,or third <br /> parties,caused by or resulting from the concurrent negligence of the District and the City, <br /> their officers,officials,employees, agents and volunteers, each party's liability hereunder <br /> shall only be to the extent of that party's negligence. <br /> 3.4 It is specifically and expressly understood that the indemnification provided in <br /> this Agreement constitutes the parties' waiver of immunity under the State Industrial <br /> Insurance laws,Title 51 RCW, solely for the purposes of this indemnification, and that <br /> this waiver has been mutually negotiated. <br /> 3.5 In entering this Agreement,neither the City nor the District assume any duty to <br /> any third party and no liability shall attach to either the District or the City by reason of <br /> entering into this Agreement except as expressly provided herein. <br /> 4. TERMINATION AND DISPOSING OF ASSETS <br /> This Agreement may be terminated by mutual Agreement of the City and District. Any <br /> termination by either party is effective by said party providing the other party with thirty <br /> (30) days' written notice of termination. <br /> 5. DISPUTES <br /> If a dispute arises between the City and the District,the Parties agree that they will <br /> attempt to resolve the issues through mutual negotiation_ In the event that the parties are <br /> not able to reach an Agreement through such negotiation, the Parties agree to engage in <br /> mediation in order to resolve the dispute. Mediation may be requested by either party, <br /> and shall be attempted prior to the institution of any lawsuit arising under this <br /> Agreement. The Parties agree to share the costs of mediation equally. <br /> 1. 6 <br />